On November 15, 2012, a wholly-owned financing subsidiary of FS Investment Corporation II (FSIC II), Del River LLC (formerly known as IC-II Investments LLC), entered into a third
amendment and restatement of the confirmation letter agreement (the Amended and Restated Confirmation) governing its total return swap (the TRS) for senior secured floating rate loans with Citibank, N.A. Pursuant to the
Amended and Restated Confirmation, the maximum aggregate market value of the portfolio of loans subject to the TRS (determined at the time each such loan becomes subject to the TRS) was increased from $275.0 million to $375.0 million. No other
material terms of the TRS changed in connection with the Amended and Restated Confirmation.

The foregoing description of the
Amended and Restated Confirmation is a summary only and is qualified in all respects by the provisions of the Amended and Restated Confirmation, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

EXHIBITNUMBER

DESCRIPTION

10.1

Amended and Restated Confirmation Letter Agreement, dated as of November 15, 2012, by and between Del River LLC and Citibank, N.A.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FS Investment Corporation II

Date: November 15, 2012

By:

/s/ Michael C. Forman

Michael C. Forman

President and Chief Executive Officer

EXHIBIT INDEX

EXHIBITNUMBER

DESCRIPTION

10.1

Amended and Restated Confirmation Letter Agreement, dated as of November 15, 2012, by and between Del River LLC and Citibank, N.A.

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